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Item 15. Exhibits, Financial Statement Schedules

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Item 15. Exhibits, Financial Statement Schedules

(a) The following documents are filed as part of this Annual Report on Form 10-K:

1.Financial Statements: The information concerning Fortinet’s financial statements and the Report of Independent Registered Public Accounting Firm required by this Item 15(a)(1) is incorporated by reference herein to the section of this Annual Report on Form 10-K in Part II, Item 8, titled “Financial Statements and Supplementary Data.”

2. Financial Statement Schedule: The following financial statement schedule of Fortinet, Inc., for the fiscal years ended December 31, 2020, 2019 and 2018, is filed as part of this Annual Report on Form 10-K and should be read in conjunction with our consolidated financial statements.

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

Year Ended December 31,
2020 (1)2019 (1)2018 (1)
(in millions)
Sales Returns Reserve and Allowance for Credit Losses/Doubtful Accounts
Beginning balance$1.2$0.9$14.5
Charged to expenses, net of deductions1.30.3—
Reclassification due to adoption of Topic 606 (1)——(13.6)
Ending balance$2.5$1.2$0.9
(1) Effective January 1, 2018, we reclassified our sales returns reserve in the amount of $13.6 million from accounts receivable to accrued liabilities, in connection with the adoption of Topic 606. The ending balances for the years ended December 31, 2020 and 2019 consist only of the allowance for credit losses or doubtful accounts.

Schedules not listed above have been omitted because they are not applicable or are not required or the information required to be set forth therein is included in the consolidated financial statements or notes thereto.

  1. Exhibits: See Item 15(b) below. We have filed, or incorporated into this Annual Report on Form 10-K by reference, the exhibits listed on the accompanying Exhibit Index immediately preceding the signature page of this Annual Report on Form 10-K.

(b) Exhibits:

The exhibits listed on the Exhibit Index immediately preceding the signature page of this Annual Report on Form 10-K is incorporated herein by reference as the list of exhibits required by this Item 15(b).

(c) Financial Statement Schedules: See Item 15(a) above.

EXHIBIT INDEX

Exhibit NumberDescriptionForm Incorporated by reference hereinDate FiledExhibit Number
3.1Amended and Restated Certificate of IncorporationCurrent Report on Form 8-K (File No. 001-34511)June 28, 20183.1
3.2Amended and Restated BylawsCurrent Report on Form 8-K (File No. 001-34511)July 21, 20203.1
4.1Specimen common stock certificate of the CompanyRegistration Statement on Form S-l, as amended (File No. 333-161190)November 2, 20094.1
4.2*Description of Securities Registered Pursuant to Section 12 of the Exchange Act
10.1†Forms of Indemnification Agreement between the Company and its directors and officersRegistration Statement on Form S-l (File No. 333-161190)August 10, 200910.1
10.2†Amended and Restated 2009 Equity Incentive PlanQuarterly Report on Form 10-Q (File No. 001-34511)August 1, 201910.1
10.3†Forms of stock option agreement under Amended and Restated 2009 Equity Incentive PlanAnnual Report on Form 10-K (File No. 001-34511)February 28, 201210.5
10.4†Form of performance stock unit award agreement under Amended and Restated 2009 Equity Incentive PlanQuarterly Report on Form 10-Q (File No. 001-34511)August 6, 201399.1
10.5†Forms of restricted stock unit award and performance stock unit award agreement under Amended and Restated 2009 Equity Incentive Plan (Additional Forms)Annual Report on Form 10-K (File No. 001-34511)March 2, 201510.7
10.6†Form of restricted stock unit award agreement under Amended and Restated 2009 Equity Incentive Plan (Additional Form)Annual Report on Form 10-K (File No. 001-34511)February 26, 202010.6
10.7†Form of stock option award agreement under Amended and Restated 2009 Equity Incentive Plan (Additional Form)Annual Report on Form 10-K (File No. 001-34511)February 26, 202010.7
10.8†*Fortinet, Inc. Amended Bonus Plan
10.9†Fortinet, Inc. Cash and Equity Incentive PlanQuarterly Report on Form 10-Q (File No. 001-34511)November 5, 201310.1
10.10†Form of Change of Control Agreement between the Company and its directorsQuarterly Report on Form 10-Q (File No. 001-34511)August 4, 201510.1
10.11†Amended and Restated Change of Control Severance Agreement, effective as of August 7, 2019, between the Company and Ken XieQuarterly Report on Form 10-Q (File No. 001-34511)August 1, 201910.2
10.12†Amended and Restated Change of Control Severance Agreement, effective as of August 7, 2019, between the Company and Michael XieQuarterly Report on Form 10-Q (File No. 001-34511)August 1, 201910.3
10.13†Amended and Restated Change of Control Severance Agreement, effective as of August 7, 2019, between the Company and John WhittleQuarterly Report on Form 10-Q (File No. 001-34511)August 1, 201910.4
10.14†Offer Letter, dated as of October 23, 2006, by and between the Company and John WhittleRegistration Statement on Form S-l, as amended (File No. 333-161190)August 10, 200910.10
10.15†Offer Letter, dated as of April 3, 2014, by and between the Company and Keith JensenAnnual Report on Form 10-K (File No. 001-34511)February 26, 201810.22
10.16†Amended and Restated Change of Control Severance Agreement, effective as of August 7, 2019, between the Company and Keith JensenQuarterly Report on Form 10-Q (File No. 001-34511)August 1, 201910.5
21.1*List of subsidiaries
23.1*Consent of Independent Registered Public Accounting Firm
24.1*Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K)
31.1*Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*Inline XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
101.SCH*Inline XBRL Taxonomy Extension Schema Document
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*Cover Page Interactive Data File - the cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 is formatted in inline XBRL.

† Indicates management compensatory plan, contract or arrangement.

  • Filed herewith.

** Furnished herewith. This certification is deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 19, 2021.

FORTINET, INC.
By:/s/ Ken Xie
Ken Xie, Chief Executive Officer and Chairman
(Duly Authorized Officer and Principal Executive Officer)
FORTINET, INC.
By:/s/ Keith Jensen
Keith Jensen, Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer and Principal Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ken Xie and Keith Jensen, jointly and severally, his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SignatureTitleDate
/s/ Ken XieChief Executive Officer and ChairmanFebruary 19, 2021
Ken Xie(Principal Executive Officer)
/s/ Keith JensenChief Financial OfficerFebruary 19, 2021
Keith Jensen(Principal Financial Officer and Principal Accounting Officer)
/s/ Michael XiePresident, Chief Technology Officer and DirectorFebruary 19, 2021
Michael Xie
/s/ Kelly DucourtyDirectorFebruary 19, 2021
Kelly Ducourty
/s/ Kenneth A. GoldmanDirectorFebruary 19, 2021
Kenneth A. Goldman
/s/ Ming HsiehDirectorFebruary 19, 2021
Ming Hsieh
/s/ Jean HuDirectorFebruary 19, 2021
Jean Hu
/s/ William H. NeukomDirectorFebruary 19, 2021
William H. Neukom
/s/ Christopher B. PaisleyDirectorFebruary 19, 2021
Christopher B. Paisley
/s/ Judith SimDirectorFebruary 19, 2021
Judith Sim

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